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0001165002FALSE00011650022022-10-262022-10-26

 
 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 26, 2022
______________________________________________________________________________________________________

WESTWOOD HOLDINGS GROUP, INC.
(Exact name of registrant as specified in charter)
______________________________________________________________________________________________________

Delaware 001-31234 75-2969997
(State or other jurisdiction (Commission File Number) (IRS Employer Identification No.)
of incorporation)

200 Crescent Court, Suite 1200
Dallas, Texas 75201
(Address of principal executive offices)

(214) 756-6900
(Registrant's telephone number, including area code)

    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

    o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

    o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

    o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

    o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Trading Symbol(s) Name of Each Exchange on Which Registered
Common stock, par value $0.01 per share WHG New York Stock Exchange

Indicate by checkmark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company  ¨
If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨



ITEM 2.02:    RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On October 26, 2022, Westwood Holdings Group, Inc. (“Westwood”) announced its financial results for the quarter ended September 30, 2022, a copy of which is furnished with this Current Report on Form 8-K as Exhibit 99.1.

The information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), as amended, or otherwise subject to the liabilities of that Section, nor shall it be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.
ITEM 7.01:    REGULATION FD DISCLOSURE
Westwood announced today that its Board of Directors has approved the payment of a quarterly cash dividend of $0.15 per common share, payable on January 3, 2023 to stockholders of record on December 2, 2022.

ITEM 9.01:    FINANCIAL STATEMENTS AND EXHIBITS

(d)    Exhibits: The following exhibit is furnished with this report:

Exhibit Number                    Description

99.1    Press Release Dated October 26, 2022
104    Cover Page Interactive Date File (embedded within the Inline XBRL document)









SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 26, 2022

            
WESTWOOD HOLDINGS GROUP, INC.
By: /s/ Murray Forbes III
Murray Forbes III
Chief Financial Officer and Treasurer



EX-99.1 2 a3q22earningsrelease.htm EX-99.1 Document


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Westwood Holdings Group, Inc. Reports Third Quarter 2022 Results
Strong Performances Delivered Across Multiple Products
Peer Rankings Enhanced by Benchmark-Beating Performances
Integration Planning for Salient Acquisition Remains on Track



Dallas, TX, October 26, 2022 – Westwood Holdings Group, Inc. (NYSE: WHG) today reported third quarter 2022 earnings. Significant items for the quarter include:
▪Proxy solicitation process to move Salient’s mutual funds to our platform is well underway and we continue to expect the Salient acquisition to close later this year.
▪Nearly all of our strategies beat their primary benchmarks, including LargeCap Value, SmidCap, AllCap Value, MidCap Value, High Alpha, Dividend Select, Income Opportunity, Total Return, High Income, Alternative Income and Enhanced Balanced.
▪Quarterly peer rankings benefited from our strong investment performance as High Alpha achieved a top three ranking, MidCap Value scored a top 10th percentile ranking, and LargeCap Value, Alternative Income, Total Return and Enhanced Balanced all posted top quartile rankings.
▪Reflecting the effects of global market downturns on Assets Under Management ("AUM"), we reported revenues totaling $15.4 million vs. the second quarter's $15.6 million and $17.9 million a year ago and a net loss of $1.2 million vs. $0.4 million in the second quarter and net income of $1.9 million in last year's third quarter.
▪Non-GAAP Economic Earnings of $0.8 million compared with the second quarter's $1.6 million and $3.7 million a year ago.
▪Westwood held $74.0 million in cash and short-term investments as of September 30, 2022, consistent with the second quarter of 2022, stockholders' equity totaled $113.5 million as of September 30, 2022 and we continue to have no debt.
▪We declared a cash dividend of $0.15 per common share, payable on January 3, 2023 to stockholders of record on December 2, 2022.
Brian Casey, Westwood’s President and CEO, commented, "Markets worldwide were extremely challenging in the third quarter as central banks continued the path of higher rates in an attempt to curb inflation. Despite this backdrop, I am very pleased to report that the vast majority of our strategies beat their benchmarks for the quarter and our relative performance versus eVestment and Morningstar and similar universes positively reflected the efforts of our investment teams. In addition to compiling strong performances across our suite of products, we also devoted a lot of effort to advance the acquisition of Salient Partners, whose complementary products focused on Energy Infrastructure, Real Estate and Tactical Allocation are expected to be important sources of growth in the years ahead. As part of the final steps in this process we have begun soliciting proxies to move Salient’s five mutual funds to our Ultimus platform and the transaction is anticipated to close by the end of this year." Revenues were lower than the second quarter and last year's third quarter reflecting lower average AUM mainly attributable to the downdraft affecting global markets.



AUM of $11.5 billion decreased from $12.1 billion at June 30, 2022, primarily due to market depreciation across most asset classes and geographies.
The third quarter net loss of $1.2 million compared to the second quarter's $0.4 million due to lower revenues and higher expenses, primarily employee compensation and benefits. Diluted earnings (loss) per share ("EPS") of $(0.15) compared with $(0.05) for the second quarter. Non-GAAP Economic Earnings of $0.8 million, or $0.10 per share, compared with $1.6 million, or $0.20 per share, in the second quarter.
The third quarter net loss of $1.2 million compared to last year's third quarter net income of $1.9 million due to lower revenues and higher expenses, related to our acquisition of Salient Partners' asset management business. Diluted EPS was $(0.15) compared with $0.24 per share for the third quarter of 2021. Non-GAAP Economic Earnings were $0.8 million, or $0.10 per share, compared with $3.7 million, or $0.47 per share, in the third quarter of 2021.
Economic Earnings and Economic EPS are non-GAAP performance measures and are explained and reconciled with the most comparable GAAP numbers in the attached tables.
Westwood will host a conference call to discuss third quarter 2022 results and other business matters at 4:30 p.m. Eastern time today. To join the conference call, please register here:
https://register.vevent.com/register/BI6142df3bd66e49e38e120ebd62a20610
After registering, you will be provided with a dial-in number containing a personalized PIN.
Webcast Link: https://edge.media-server.com/mmc/p/2tq66869
ABOUT WESTWOOD HOLDINGS GROUP
Westwood Holdings Group, Inc. is an investment management boutique and wealth management firm. Westwood offers high-conviction equity and outcome-oriented solutions to institutional investors, private wealth clients and financial intermediaries. The firm specializes in the following distinct investment capabilities: U.S. Value Equity, Multi-Asset, and Liquid Alternatives, available through separate accounts, the Westwood Funds® family of mutual funds and other pooled vehicles. Westwood benefits from significant, broad-based employee ownership and trades on the New York Stock Exchange under the symbol “WHG.” Based in Dallas, Westwood also maintains offices in Houston.
For more information on Westwood, please visit westwoodgroup.com.
Forward-looking Statements
Statements in this press release that are not purely historical facts, including, without limitation, statements about our expected future financial position, results of operations or cash flows, as well as other statements including without limitation, words such as “anticipate,” “believe,” “expect,” “could,” and other similar expressions, constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Actual results and the timing of some events could differ materially from those projected in or contemplated by the forward-looking statements due to a number of factors, including, without limitation:



the composition and market value of our AUM; our ability to maintain our fee structure in light of competitive fee pressures; risks associated with actions of activist stockholders; distributions to our common stockholders have included and may in the future include a return of capital; inclusion of foreign company investments in our AUM; regulations adversely affecting the financial services industry; our ability to maintain effective cyber security; litigation risks; our ability to develop and market new investment strategies successfully; our reputation and our relationships with current and potential customers; our ability to attract and retain qualified personnel; our ability to perform operational tasks; our ability to select and oversee third-party vendors; our dependence on the operations and funds of our subsidiaries; our ability to maintain effective information systems; our ability to prevent misuse of assets and information in the possession of our employees and third-party vendors, which could damage our reputation and result in costly litigation and liability for our clients and us; our stock is thinly traded and may be subject to volatility; our organizational documents contain provisions that may prevent or deter another group from paying a premium over the market price to our stockholders to acquire our stock; competition in the investment management industry; our ability to avoid termination of client agreements and the related investment redemptions; the significant concentration of our revenues in a small number of customers; our relationships with investment consulting firms; the continuing effects of the COVID-19 pandemic; our ability to identify and execute on our strategic initiatives; our ability to declare and pay dividends; our ability to fund future capital requirements on favorable terms; our ability to properly address conflicts of interest; our ability to maintain adequate insurance coverage; our ability to maintain an effective system of internal controls; and the other risks detailed from time to time in Westwood’s SEC filings, including, but not limited to, its annual report on Form 10-K for the year ended December 31, 2021 and its quarterly reports on Form 10-Q for the quarters ended March 31, 2022, June 30, 2022 and September 30, 2022. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Except as required by law, Westwood is not obligated to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date of this press release or to reflect the occurrence of unanticipated events.

# # # #


SOURCE: Westwood Holdings Group, Inc.

(WHG-G)
CONTACT:
Westwood Holdings Group, Inc.
Terry Forbes
Chief Financial Officer and Treasurer
(214) 756-6900



WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in thousands, except per share and share amounts)
(unaudited)
Three Months Ended
September 30, 2022 June 30, 2022 September 30, 2021
REVENUES:
Advisory fees:
Asset-based $ 10,474  $ 10,980  $ 12,011 
Trust fees 5,177  5,365  5,952 
Other, net (245) (742) (103)
Total revenues 15,406  15,603  17,860 
EXPENSES:
Employee compensation and benefits 9,526  9,133  10,268 
Sales and marketing 335  509  292 
Westwood mutual funds 615  601  814 
Information technology 2,170  1,935  1,937 
Professional services 1,660  1,475  726 
General and administrative 2,182  2,348  1,779 
Total expenses 16,488  16,001  15,816 
Net operating income (loss) (1,082) (398) 2,044 
Realized gains on private investments —  —  — 
Net change in unrealized appreciation (depreciation) on private investments (249) (299) (13)
Net investment income 104  131 
Other income 206  234  198 
Income (loss) before income taxes (1,021) (458) 2,360 
Income tax provision 154  (80) 481 
Net income (loss) $ (1,175) $ (378) $ 1,879 
Total comprehensive income (loss) $ (1,175) $ (378) $ 1,879 
   
Earnings (loss) per share:
Basic $ (0.15) $ (0.05) $ 0.24 
Diluted $ (0.15) $ (0.05) $ 0.24 
Weighted average shares outstanding:
Basic 7,794,060 7,944,212 7,887,259
Diluted 7,794,060 7,944,212 7,956,081
Economic Earnings $ 800  $ 1,608  $ 3,706 
Economic EPS $ 0.10  $ 0.20  $ 0.47 
Dividends declared per share $ 0.15  $ 0.15  $ 2.60 






WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in thousands, except per share and share amounts)
(unaudited)
Nine Months Ended
September 30, 2022 September 30, 2021
REVENUES:
Advisory fees:
Asset-based $ 33,244  $ 33,846 
Performance-based —  1,959 
Trust fees 16,257  18,233 
Other, net (1,276) (375)
Total revenues 48,225  53,663 
EXPENSES:
Employee compensation and benefits 28,993  32,053 
Sales and marketing 1,326  892 
Westwood mutual funds 1,812  1,573 
Information technology 5,934  6,190 
Professional services 4,655  3,471 
General and administrative 6,570  5,893 
Total expenses 49,290  50,072 
Net operating income (loss) (1,065) 3,591 
Realized gains on private investments —  8,371 
Net change in unrealized appreciation (depreciation) on private investments (511) (2,124)
Net investment income 93  562 
Other income 598  390 
Income (loss) before income taxes (885) 10,790 
Income tax expense 618  3,840 
Net income (loss) $ (1,503) $ 6,950 
Total comprehensive income (loss) $ (1,503) $ 6,950 
   
Earnings (loss) per share:
Basic $ (0.19) $ 0.88 
Diluted $ (0.19) $ 0.88 
Weighted average shares outstanding:
Basic 7,867,555 7,886,359
Diluted 7,867,555 7,933,860
Economic Earnings $ 4,302  $ 12,804 
Economic EPS $ 0.55  $ 1.61 
Dividends declared per share $ 0.45  $ 2.80 





WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except par value and share amounts)
(unaudited)
September 30, 2022 December 31, 2021
ASSETS
Current Assets:
Cash and cash equivalents $ 22,470  $ 15,206 
Accounts receivable 9,290  11,152 
Investments, at fair value 51,564  65,024 
Prepaid income taxes 569  233 
Other current assets 2,647  2,246 
Total current assets 86,540  93,861 
Investments 4,455  4,455 
Noncurrent investments at fair value 4,001  4,513 
Goodwill 16,401  16,401 
Deferred income taxes 1,097  848 
Operating lease right-of-use assets 5,286  4,868 
Intangible assets, net 10,693  11,911 
Property and equipment, net of accumulated depreciation of $9,096 and $8,637 1,717  2,114 
Other long-term assets 797  634 
Total long-term assets 44,447  45,744 
Total assets $ 130,987  $ 139,605 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable and accrued liabilities $ 2,876  $ 2,637 
Dividends payable 1,726  1,800 
Compensation and benefits payable 5,900  9,530 
Operating lease liabilities 1,484  1,409 
Income taxes payable —  466 
Total current liabilities 11,986  15,842 
Accrued dividends 554  1,133 
Noncurrent operating lease liabilities 4,940  4,724 
Total long-term liabilities 5,494  5,857 
Total liabilities 17,480  21,699 
Stockholders’ Equity:
Common stock, $0.01 par value, authorized 25,000,000 shares, issued 11,058,937 and outstanding 8,410,659 shares at September 30, 2022; issued 10,658,644 and outstanding 8,253,491 shares at December 31, 2021 110  107 
Additional paid-in capital 199,594  195,187 
Treasury stock, at cost - 2,648,278 shares at September 30, 2022; 2,405,154 shares at December 31, 2021 (85,227) (81,750)
Retained earnings (accumulated deficit) (970) 4,362 
Total stockholders’ equity 113,507  117,906 
Total liabilities and stockholders’ equity $ 130,987  $ 139,605 




WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
Nine Months Ended September 30,
2022 2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (1,503) $ 6,950 
Adjustments to reconcile net income (loss) to net cash provided by operating activities:    
Depreciation 488  571 
Amortization of intangible assets 1,218  1,218 
Net change in unrealized depreciation on investments 1,822  2,425 
Realized gains on private investments —  (8,371)
Stock-based compensation expense 4,410  4,459 
Deferred income taxes (252) 477 
Non-cash lease expense 800  923 
Gain on asset disposition —  (148)
Changes in operating assets and liabilities:    
Net sales of trading securities 12,149  11,191 
Accounts receivable 1,862  (335)
Other current assets (562) (15)
Accounts payable and accrued liabilities 246  1,149 
Compensation and benefits payable (3,622) (430)
Income taxes payable (810) 2,191 
Other liabilities (927) (1,195)
Net cash provided by operating activities 15,319  21,060 
CASH FLOWS FROM INVESTING ACTIVITIES:
Sale of investments —  9,258 
Sale of property and equipment —  501 
Purchases of property and equipment (123) (114)
Purchases of investments —  (15)
Net cash (used in) provided by investing activities (123) 9,630 
CASH FLOWS FROM FINANCING ACTIVITIES:
Purchases of treasury stock (2,851) (2,164)
Restricted stock returned for payment of taxes (626) (884)
Cash dividends (4,459) (22,125)
Net cash used in financing activities (7,936) (25,173)
Effect of currency rate changes on cash (72)
NET CHANGE IN CASH AND CASH EQUIVALENTS 7,264  5,445 
Cash and cash equivalents, beginning of period 15,206  13,016 
Cash and cash equivalents, end of period $ 22,470  $ 18,461 
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the period for income taxes $ 1,807  $ 506 
Accrued dividends $ 2,280  $ 2,481 
Additional operating lease right-of-use assets $ 1,217  $ — 





WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
Reconciliation of Net Income (Loss) to Economic Earnings
(in thousands, except per share and share amounts)
(unaudited)
As supplemental information, we are providing non-GAAP performance measures that we refer to as Economic Earnings and Economic EPS. We provide these measures in addition to, not as a substitute for, net income (loss) and earnings (loss) per share, which are reported on a GAAP basis. Our management and Board of Directors review Economic Earnings and Economic EPS to evaluate our ongoing performance, allocate resources, and review our dividend policy. We believe that these non-GAAP performance measures, while not substitutes for GAAP net income (loss) or earnings (loss) per share, are useful for management and investors when evaluating our underlying operating and financial performance and our available resources. We do not advocate that investors consider these non-GAAP measures without also considering financial information prepared in accordance with GAAP.
We define Economic Earnings as net income (loss) plus non-cash equity-based compensation expense, amortization of intangible assets and deferred taxes related to goodwill. Although depreciation on fixed assets is a non-cash expense, we do not add it back when calculating Economic Earnings because depreciation charges represent an allocation of the decline in the value of the related assets that will ultimately require replacement. In addition, we do not adjust Economic Earnings for tax deductions related to restricted stock expense or amortization of intangible assets. Economic EPS represents Economic Earnings divided by diluted weighted average shares outstanding.

Three Months Ended
September 30, 2022 June 30, 2022 September 30, 2021
Net income (loss) $ (1,175) $ (378) $ 1,879 
Stock-based compensation expense 1,509  1,521  1,362 
Intangible amortization 407  406  406 
Tax benefit from goodwill amortization 59  59  59 
Economic Earnings $ 800  $ 1,608  $ 3,706 
Earnings (loss) per share $ (0.15) $ (0.05) $ 0.24 
Stock-based compensation expense 0.19 0.19 0.17
Intangible amortization 0.05 0.05 0.05
Tax benefit from goodwill amortization 0.01 0.01 0.01
Economic EPS $ 0.10  $ 0.20  $ 0.47 
Diluted weighted average shares 7,794,060 7,944,212 7,956,081
Nine Months Ended
September 30, 2022 September 30, 2021
Net income (loss) $ (1,503) $ 6,950 
Stock-based compensation expense 4,410  4,459 
Intangible amortization 1,218  1,218 
Tax benefit from goodwill amortization 177  177 
Economic Earnings $ 4,302  $ 12,804 
Earnings (loss) per share $ (0.19) $ 0.88 
Stock-based compensation expense 0.57 0.56
Intangible amortization 0.15 0.15
Tax benefit from goodwill amortization 0.02 0.02
Economic EPS $ 0.55  $ 1.61 
Diluted weighted average shares 7,867,555 7,933,860